EXHIBIT 3.2

                           CERTIFICATE OF AMENDMENT

                                       OF

                           ARTICLES OF INCORPORATION

FRANKLYN S. BARRY, JR., and JAMES A. JOYCE certify that:

     1.     They are President and Secretary, respectively, of BISHOP
            EQUITIES, INC., a Nevada corporation.

     2.     Article FIRST of the Articles of Incorporation of this
            corporation is amended to read as follows:

            "FIRST:     THE NAME OF THIS CORPORATION IS:

                        AETHLON MEDICAL, INC."

     3.     The foregoing Amendment of Articles of Incorporation has been
            duly approved by the Board of Directors.

     4.     The foregoing Amendment of Articles of Incorporation has been duly
            approved by the required vote of shareholders in accordance with
            the Corporations Code. The total number of outstanding shares of
            the corporation is 2,660,000. The number of shares voting in
            favor of the Amendment equaled or exceeded the vote required. The
            percentage vote required was more than 50%.

     We further declare under penalty of perjury under the laws of the State
of Nevada that the matters set forth in this certificate are true and correct
of our own knowledge.

Date:  March 28, 2000

                                       /s/ FRANKLYN S. BARRY, JR.
                                       -------------------------------------
                                       FRANKLYN S. BARRY, JR., PRESIDENT


                                       /s/ JAMES A. JOYCE
                                       -------------------------------------
                                       JAMES A. JOYCE, SECRETARY